GORDON VENTERS
v.
PAUL JAMES HOLDING, LLC

Fla. 3d DCA | 2026-03-18
No. 2025-0023
2026 FL 2765 Florida District Court of Appeal, Third District (2026) Positive Treatment

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Holding

A person selling unregistered securities is jointly and severally liable to the purchaser for rescission if the purchaser still owns the security, or for damages if the purchaser has sold it.


Key Quotes

“Failure to register [a security] results in strict liability for the recision of the transactions.”

Citation to Musolino v. Yeshiva Machzikei Hadas Belz, establishing the strict liability standard under § 517.211(1)

Facts & Procedural History

Gordon Venters purchased securities from Paul James Holding, LLC that were not registered. The securities transaction is the subject of this appeal.…

The full statement of facts, procedural history, and disposition for this case are member content.

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Opinion of the Court

PER CURIAM.

Affirmed. See § 517.211(1), Fla. Stat. (providing that “[e]ach person making the sale [of unregistered securities] and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale, is jointly and severally liable to the purchaser in an action for rescission, if the purchaser still owns the security, or for damages, if the purchaser has sold the security"); Musolino v. Yeshiva Machzikei Hadas Belz, 137 F. App'x 321, 323 (11th Cir. 2005) (“Failure to register [a security] results in strict liability for the recision of the transactions.” (citing § 517.211(1), Fla. Stat.)).


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